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CALL OPTION AGREEMENT

Put Option Agreement

CALL OPTION AGREEMENT | Document Parties: BEARD CO /OK You are currently viewing:
This Put Option Agreement involves

BEARD CO /OK

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Title: CALL OPTION AGREEMENT
Governing Law: Wyoming     Date: 4/17/2006
Industry: Coal    

CALL OPTION AGREEMENT, Parties: beard co /ok
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                             CALL OPTION AGREEMENT


     This Call Option Agreement (the "Agreement") is entered into this 10th day
of April, 1996, by and between THE BEARD COMPANY, an Oklahoma corporation
("Beard"), and Richard R. Dunning, Larry D. Hartzog, and Michael C. Black (with
said individuals being hereafter referred to collectively as the
"Shareholders"). Beard hereby grants to Shareholders an option (the "Option") to
purchase One Hundred Forty-Four Thousand (144,000) shares of the voting common
stock (the "Shares") of Cibola Corporation, a Wyoming corporation ("Cibola"),
which Shares are currently owned by Beard and represent Eighty Percent (80%) of
the issued and outstanding voting common stock of Cibola, at the price and on
the terms set forth herein.

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the sum of One Thousand Dollars ($1,000) in cash paid by the Shareholders (in
the aggregate) to Beard, and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties agree as follows:

     1. Date of Grant; Term of Option. The Option is granted as of April 10,
1996, and it may not be exercised later than June 29, 2006 unless extended by
the mutual agreement of Beard and Shareholders.

     2. Option Exercise Price. Shareholders may exercise the Option by paying to
Beard the following amounts: (i) an amount equal to the greater of (A) the
then-outstanding balance of principal and accrued interest on that certain
Nonrecourse Secured Promissory Note, dated April 10, 1996, and payable by Beard
to Cibola (the "Note") or (B) the then fair market value of the Shares,
determined with reference to the amount to which the holder of the Shares would
be entitled in the event Cibola was liquidated on the effective date of the
exercise of the Option, taking into account all amounts necessary to pay all
debts of Cibola and make all required liquidating distributions to preferred
shareholders of Cibola; and (ii) all amounts owed by Cibola to Beard on any
other agreements between the parties hereto, to the extent such amounts are due
and payable within six months after the Option exercise date.

     3. Exercise of Option. The Option shall be exercisable during its term only
in accordance with the provisions of this Agreement, as follows:

          (a) Right to Exercise. Shareholders shall be entitled to exercise the
     Option provided herein upon the occurrence of any one or more of the
     following:

               (i) If Beard ceases to file consolidated income tax returns for
          federal income tax purposes, or if Beard notifies Cibola of its intent
          to either cease filing such consolidated returns or voluntarily take
          any action which would preclude the filing of such consolidated
          returns; notwithstanding any other provision of this Agreement, or any
          other agreement between the parties hereto, Beard hereby agrees to
          notify Cibola of its intent to cease filing, or to take any action
          that would cause Beard to cease qualifying to file, consolidated
          federal income tax returns on or before that date which is six (6)
          months prior to the last day of the final consolidated return year of
          Beard that includes the results of Cibola's operations;

               (ii) If a Change of Control occurs with regard to Beard; for this
          purpose, "Change of Control" shall mean (A) the acquisition, in one or
          more transactions, by any "person" (as that term is used for purposes
          of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as
          amended) of the beneficial ownership of 50% or more of the combined
          voting power of Beard's then-outstanding voting securities, or (B)
           approval by shareholders of Beard of a merger, reorganization or
          consolidation involving Beard if the shareholders of Beard immediately
          before such merger, reorganization or consolidation do not or will not
          directly or indirectly, immediately following such merger,
          reorganization or consolidation, own more than 50% of the combined
          voting power of the outstanding voting securities of Beard resulting
          from or surviving such merger, reorganization or consolidation, or (C)
          approval by shareholders of Beard of a complete liquidation or
          dissolution of Beard, or (D) approval by shareholders of Beard of an
          agreement for the sale or other disposition of all or substantially
          all of the assets of Beard, or (E) acceptance by shareholders of Beard
          of shares in a reorganization or share exchange pursuant to which
          shareholders of Beard imme


 
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